South African investment bank Investec plc has joined the Pallinghurst Resources-led consortium bidding for Consolidated Minerals Ltd, with the WA company welcoming the bank's involvement.
South African investment bank Investec plc has joined the Pallinghurst Resources-led consortium bidding for Consolidated Minerals Ltd, with the WA company welcoming the bank's involvement.
The consortium, which also includes American Metals & Coal International Inc. affiliate AMCI ConsMin, has made an offer of $320 million in cash and scrip for the company, valuing it at $2.28 per share
ConsMin shareholders would receive $1.38 for each share and two of the new ConsMin shares for every five currently held.
The bidders have arranged, if their bid were successful, to de-list the manganese and nickel miner, subsequently allowing it to relist with Pallinghurst, AMCI and Investec holding a 60 per cent stake.
Yesterday, the group announced they were in advanced discussion with a leading Asian steel company regarding an additional commitment of around $122 million for investment opportunities within the natural resources sector.
The ConsMin share price has traded above the initial valuation since the offer was unveiled in February, trading at $2.90 today at 12:10 WST.
This boost has been assisted by an improvement in the manangese and nickel markets since the offer was made.
The full text of a ConsMin announcement is pasted below
Consolidated Minerals Limited (ASX:CSM, AIM:CNM, FSE:CMN) notes the announcement (copy attached) made last night by Pallinghurst Resources (Pallinghurst), AMCI ConsMin (Cayman) L.P (AMCI) and Investec plc (Investec) in relation to the conclusion of a cooperation agreement between those parties to cooperate in pursuing investment opportunities within the natural resources sector.
Consolidated Minerals is pleased that Investec has been invited by Pallinghurst and AMCI to participate in the proposed transaction with Consolidated Minerals that was the subject of the announcement by Consolidated Minerals on 23 February 2007.
Further details on the implications of Investec's involvement in the proposed transaction will be provided in the Scheme booklet.
The draft Scheme documentation for the proposal has been lodged with the Australian Securities and Investment Commission.
Subject to the ASIC review and Court hearing dates, the company anticipates the Scheme booklet will be sent to shareholders, optionholders and noteholders by mid-June. The meetings to consider the proposal will be held in July. Full details regarding timing will be included in the Scheme booklet.
The full text of the Pallinghurst announcement is pasted below
Pallinghurst Resources ("Pallinghurst"), AMCI ConsMin (Cayman) L.P. ("AMCI") and Investec Limited and Investec plc (collectively, "Investec") are pleased to announce that they have concluded an agreement in terms of which the parties ("Cooperation Partners") will cooperate in pursuing investment opportunities within the natural resources sector ("Cooperation Agreement").
The Cooperation Agreement brings together parties with a common strategic mindset, financial ability and distinguished track records in order to establish an alliance with unique expertise and execution skill in the natural resources sector. AMCI and Investec have, under the terms of the Cooperation Agreement, allocated for investment an amount of up to USD 200 million. Furthermore, the Cooperation Partners are in advanced discussions with a leading Asian steel company regarding an additional commitment of USD 100 million. It is expected that these commitments, when pooled with those being sought from investors in Pallinghurst, will total between USD 1 billion and USD 1.5 billion.
The Cooperation Partners will utilise their complimentary skill-sets and in-depth industry knowledge to identify opportunities on a worldwide basis and across the commodity spectrum in order to transform and add value to the assets invested in.
"The Cooperation Agreement brings together a wealth of experience and expertise in the natural resources sector. I have, in the past, had the privilege of working with each of the Cooperation Partners and, as a result, am confident that our alliance will give us a unique competitive advantage in identifying and executing innovative transactions." - Pallinghurst Chairman, Brian Gilbertson.
"Concluding the Cooperation Agreement with Pallinghurst and AMCI is an exciting prospect for Investec. Both Pallinghurst and AMCI share a vision and entrepreneurial spirit that is similar to that of Investec. The Cooperation Agreement will position Investec to benefit from the deal flow that is expected to be generated" - Investec CEO Stephen Koseff.
Pallinghurst is a specialist natural resources investment vehicle that seeks to develop strategic partnerships with natural resources companies in order to create shareholder value. Pallinghurst is chaired by Brian Gilbertson, widely regarded as one of the leading figures in the natural resources industry, with a notable history and proven track-record of value creation.
AMCI is an affiliate of American Metals & Coal International, Inc. ("AMCI Inc."), one of the world's largest and most successful privately owned coal mining companies. AMCI Inc. has made investments in resources businesses in Australia, the United States of America ("U.S.A"), Europe, China, South America and southern Africa. The company was founded in the U.S.A. by Fritz Kundrun and Hans Mende in 1986.
Investec is a leading provider of financial services to the natural resources industry, with an integrated product offering, pulling together significant technical skills, transaction experience and broad access to the global financial markets. Investec has a proven track-record in providing creative and value enhancing services and product offerings to its clients.
Mr Koseff added: "Investec's core operational and geographic focus in the key markets of Africa, Australia and the United Kingdom ideally positions it to add value to the natural resource opportunities envisaged in the Cooperation Agreement".
Investec has, pursuant to the Cooperation Agreement, been invited by Pallinghurst and AMCI to participate in a proposed transaction with Consolidated Minerals Limited ("ConsMin"), an Australian resources company involved in the exploration, mining, processing and marketing of manganese, chromite and nickel ore.
On the 23rd of February, 2007 Pallinghurst and AMCI announced that, subject to stakeholder approvals, they had concluded an agreement with ConsMin to create a new diversified mid-tier mining company with significant domestic and international growth opportunities. An investment vehicle of Pallinghurst, AMCI and Investec ("Pallinghurst Investor") will own 60% of the newly established company ("NewConsMin) via a scheme of arrangement ("Scheme"). In terms of the Scheme, existing ConsMin shareholders will hold 40% of NewConsMin, thereby providing them with participation in the value to be created by Pallinghurst Investor's strategic shareholding in NewConsMin.
Mr Gilbertson added: "We are delighted to welcome our partner Investec in the proposed transaction with Consolidated Minerals. Investec's strong resources focus will complement the strengths and skills of the Pallinghurst and AMCI teams, and provide incremental benefits to all the shareholders of Consolidated Minerals".
Under the terms of the agreement concluded with ConsMin, Brian Gilbertson, Hans Mende and Pallinghurst partner Arne H. Frandsen will join the board of NewConsMin.
This proposed transaction is consistent with the strategic objectives of the Cooperation Partners and is an exciting initiation of this long-term alliance.
